Ryman Hospitality Properties, Inc. (NYSE: RHP) (the “Company”)
announced today that its subsidiaries, RHP Hotel Properties, LP
(the “Operating Partnership”) and RHP Finance Corporation (together
with the Operating Partnership, the “Issuers”), have commenced a
cash tender offer (the “Tender Offer”) for any and all of their
outstanding $400 million aggregate principal amount of 5.00% senior
notes due 2023 (the “2023 Notes”), which were jointly issued by the
Issuers and are jointly and severally guaranteed, on an unsecured
unsubordinated basis by the Company and its subsidiaries that
guarantee the Company’s senior secured credit facility.
The Tender Offer is being made on the terms and subject to the
conditions set forth in the offer to purchase dated February 9,
2021 (as it may be amended or supplemented, the “Offer to
Purchase”), the related letter of transmittal (as it may be amended
or supplemented, the “Letter of Transmittal”) and the related
notice of guaranteed delivery (as it may be amended or
supplemented, the “Notice of Guaranteed Delivery,” together with
the Offer to Purchase and the Letter of Transmittal, the “Offer
Documents”).
The Tender Offer is scheduled to expire at 5:00 p.m. New York
City Time on February 16, 2021, unless extended or earlier
terminated as described in the Offer to Purchase (such time and
date, as each may be extended, the “Expiration Time”). Holders of
the 2023 Notes who validly tender (and do not validly withdraw)
their 2023 Notes prior to the Expiration Time, or who comply with
the procedures set forth in the Notice of Guaranteed Delivery, will
be eligible to receive in cash $1,005.00 for each $1,000 principal
amount of 2023 Notes that are accepted for purchase in the Tender
Offer (the “Purchase Price”), plus accrued and unpaid interest on
such 2023 Notes from the October 15, 2020 interest payment date up
to, but not including, the settlement date for the Tender Offer,
which is expected to be February 17, 2021 (the “Settlement Date”).
The settlement date for any 2023 Notes tendered pursuant to a
Notice of Guaranteed Delivery is expected to be February 19, 2021.
All accrued and unpaid interest on the 2023 Notes from the October
15, 2020 interest payment date up to, but not including, the
Settlement Date will cease to accrue on the Settlement Date for all
2023 Notes accepted for purchase pursuant to the Tender Offer,
including those tendered pursuant to the Notice of Guaranteed
Delivery.
Certain information regarding the 2023 Notes and the terms of
the Tender Offer is summarized in the table below.
Title of Security |
|
CUSIP Numbers/ISINs |
|
Principal Amount Outstanding |
|
Purchase Price per $1,000 principal amount of 2023 Notes |
5.00% Senior Notes Due 2023 |
|
749571 AD7 / US749571AD71 |
|
$400,000,000 |
|
$1,005.00 |
Tendered 2023 Notes may be validly withdrawn at any time (i) at
or prior to the earlier of (x) the Expiration Time and (y) in the
event the Tender Offer is extended, the tenth business day after
commencement of the Tender Offer, and (ii) after the 60th business
day after the commencement of the Tender Offer if for any reason
the Tender Offer has not been consummated within 60 business days
after the commencement of the Tender Offer.
The Tender Offer is conditioned upon the satisfaction of certain
conditions that may be waived or changed, including the completion
by the Issuers of an offering (the “Notes Offering”) of senior
unsecured notes (the “New Notes”) on terms satisfactory to the
Issuers in their sole discretion, generating aggregate proceeds
(before underwriters’ discounts and commissions and other offering
expenses) of at least $400 million. The Tender Offer is not
conditioned upon any minimum amount of 2023 Notes being tendered,
and the Notes Offering is not conditioned on the completion of the
Tender Offer.
The Tender Offer may be amended, extended, terminated or
withdrawn in the Company’s sole discretion and subject to
applicable law.
There is no assurance that the Tender Offer will be subscribed
for in any amount. The Company intends to redeem, in accordance
with the terms of the indenture governing the 2023 Notes, any of
the 2023 Notes that remain outstanding after the expiration of the
Tender Offer. The redemption price of the 2023 Notes, excluding
accrued but unpaid interest, on the anticipated April 15, 2021
redemption date, is 100.00% of their principal amount, which is
less than the Purchase Price.
The Company has retained J.P. Morgan Securities LLC to serve as
the exclusive dealer manager for the Tender Offer and D.F. King
& Co., Inc. to serve as the tender agent and information agent
for the Tender Offer.
Questions regarding the terms of the offer may be directed to
J.P. Morgan by calling (866) 834-4666 (toll-free) or (212) 834-4087
(collect). Requests for documents should be directed to D.F. King
& Co., Inc. by calling (212) 269-5550 (for banks and brokers),
or (866) 829-0542 (for all others toll free), or emailing
rhp@dfking.com. Copies of the Offer to Purchase, Letter of
Transmittal and Notice of Guaranteed Delivery are also available at
the following web address: http://www.dfking.com/rhp.
None of the Issuers, their boards of directors, the dealer
manager or D.F. King, or any of their respective affiliates, is
making any recommendation as to whether holders should tender any
2023 Notes in response to the Tender Offer. Holders should make
their own decision as to whether to tender their 2023 Notes and, if
so, the principal amount of 2023 Notes to tender.
This press release does not constitute an offer to buy nor a
solicitation of an offer to sell any 2023 Notes or any other
securities of the Issuers, including the New Notes, nor shall it
constitute a notice of redemption under the indenture governing the
2023 Notes, nor will there be any offer or sale of any 2023 Notes
or other securities, including the New Notes, in any state or
jurisdiction in which such an offer, solicitation or sale would be
unlawful.
About Ryman Hospitality Properties, Inc.
Ryman Hospitality Properties, Inc. (NYSE: RHP) is a leading
lodging and hospitality real estate investment trust that
specializes in upscale convention center resorts and country music
entertainment experiences. The Company’s core holdings* include a
network of five of the top 10 largest non-gaming convention center
hotels in the United States based on total indoor meeting space.
These convention center resorts operate under the Gaylord Hotels
brand and are managed by Marriott International. The Company also
owns two adjacent ancillary hotels and a small number of
attractions managed by Marriott International for a combined total
of 10,110 rooms and more than 2.7 million square feet of total
indoor and outdoor meeting space in top convention and leisure
destinations across the country. The Company’s Entertainment
segment includes a growing collection of iconic and emerging
country music brands, including the Grand Ole Opry; Ryman
Auditorium, WSM 650 AM; Ole Red and Circle, a country lifestyle
media network the Company owns in a joint-venture partnership with
Gray Television. The Company operates its Entertainment segment as
part of a taxable REIT subsidiary.
* The Company owns the Gaylord Opryland Resort & Convention
Center; Gaylord Palms Resort & Convention Center; Gaylord Texan
Resort & Convention Center; and Gaylord National Resort &
Convention Center. It is the majority owner and managing member of
the joint venture that owns Gaylord Rockies Resort & Convention
Center.
Cautionary Note Regarding Forward-Looking
Statements
This press release contains “forward-looking statements”
concerning the Tender Offer, including its timing, expiration and
settlement, the issuance of the New Notes by the Issuers, and the
planned redemption of any 2023 Notes that remain outstanding
following the expiration of the Tender Offer. These forward-looking
statements are subject to risks and uncertainties that could cause
actual results to differ materially from the statements made.
Important factors that could cause actual results to differ are
described in the filings made from time to time by the Company with
the U.S. Securities and Exchange Commission and include the risk
factors described in the Company’s Annual Report on Form 10-K for
the fiscal year ended December 31, 2019 and in the Company’s
Quarterly Report on Form 10-Q for the quarter ended
September 30, 2020. The Company does not undertake any
obligation to release publicly any revisions to forward-looking
statements made by it to reflect events or circumstances occurring
after the date hereof or the occurrence of unanticipated
events.
Investor Relations Contacts: |
Media Contacts: |
Mark Fioravanti, President & Chief Financial Officer |
Shannon Sullivan, Vice President Corporate and Brand
Communications |
Ryman Hospitality Properties, Inc. |
Ryman Hospitality Properties, Inc. |
615-316-6588 |
(615) 316-6725 |
mfioravanti@rymanhp.com |
ssullivan@rymanhp.com |
~or~ |
~or~ |
Todd Siefert, Senior Vice President of Corporate Finance &
Treasurer |
Robert Winters |
Ryman Hospitality Properties, Inc. |
Alpha IR Group |
615-316-6344 |
(929) 266-6315 |
tsiefert@rymanhp.com |
robert.winters@alpha-ir.com |
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